(NYSE: NBD) and INB Financial Corporation (NASDAQ: INBF) today
announced a definitive agreement under which NBD would acquire INB.

Headquartered in Detroit, NBD Bancorp is the nation's 24th-largest bank holding company based on year-end 1991 assets. With the January 1992 acquisition of Gainer Bank in Merrillville, Ind., NBD has assets of $31 billion. NBD now operates 457 domestic and 10 foreign offices through 25 subsidiary banks, including NBD Bank, N.A., the largest in Michigan; Gainer in northwest Indiana and Midwest Commerce Banking Company, Elkhart; 20 banks in Illinois; one in Ohio; and a savings bank in Florida. NBD also has pending a merger with Summcorp, a $2.5 billion, five-bank holding company headquartered in Fort Wayne, Ind. NBD's total assets following the merger with INB and Summcorp will be $40 billion.
INB Financial Corporation is a $6.6 billion-asset bank holding company headquartered in Indianapolis. Its six banks operate 124 offices in key Indiana markets including dominant positions in the central and southern parts of the state.
The six banks include INB National Bank in Indianapolis; INB Banking Company in Jeffersonville; INB Banking Company, North in Chesterton; INB Banking Company, Northeast in Fort Wayne; INB Banking Company, Southwest in Evansville; and INB National Bank, Northwest in Lafayette.
At year-end 1991, INB had deposits of $5.2 billion and shareholders' equity of $462 million. INB's earnings for 1991 were $48.1 million.
Charles T. Fisher III, chairman and president of NBD Bancorp, said, "The combination of NBD and INB will create an organization that will be the premier bank in Indiana. We believe this transaction will greatly benefit our customers, employees and shareholders, as well as the communities served by our banks.
After the merger, and including the assets of Summcorp, NBD will have $11.4 billion in assets in Indiana, making it that state's largest banking organization. NBD would have a presence in markets serving more than two-thirds of Indiana's population, and a No. 1 position in the state's three largest markets, Indianapolis, Fort Wayne, and the Gary- Hammond metropolitan area of Northwest Indiana.
Thomas M. Miller, chairman of INB Financial, said, "By merging INB with one of the nation's most highly regarded financial institutions, we will have the resources to compete in the financial services industry of the future and will be able to offer our customers the many benefits of a strengthened Indiana banking franchise."
The agreement, valued at approximately $876 million (based on NBD closing price of 29 5/8 on March 16, 1992), provides that NBD would exchange 1.6 shares of its common stock for each share of INB's common stock. The exchange ratio is fixed except for a possible adjustment if NBD's stock price exceeds a specified level. NBD would issue approximately 29.5 million shares. The transaction will be accounted for as a pooling of interests on NBD's books. INB had 18,462,370 shares outstanding at Dec. 31, 1991. It has granted NBD an option to purchase 3,674,000 shares, or 19.9 percent, of its outstanding common stock.
A subsidiary holding company, NBD Indiana, Inc., will be the parent company for all NBD banks in the state. Miller will become chairman and CEO of NBD Indiana, Inc., and a vice chairman and director of NBD Bancorp. In addition, a second director of INB Financial Corporation, to be announced, will join the board of NBD Bancorp.
Andrew J. Paine Jr. will continue as president of INB National Bank, reporting to Miller.
David W. Givens, president of INB Financial Corporation, has agreed to defer his previously determined early retirement plans until consummation of the merger.
NBD Bancorp is traded on the New York Stock Exchange under the ticker symbol "NBD." INB Financial Corporation is traded on the NASDAQ under the ticker symbol "INBF." The transaction is subject to the approval of both NBD and INB shareholders and bank regulatory authorities.
-0- 3/18/92
/NOTE: ILLINOIS EDITORS -- NBD Bancorp is the parent company of 20 Metropolitan Chicago Banks with total assets of $5 billion. OHIO EDITORS -- NBD Bancorp is the parent company of NBD Bank with 21 branches in Columbus and Dayton, Ohio. INDIANA EDITORS -- NBD Bancorp is the parent company of Midwest Commerce Banking Company of Elkhart, Ind., and Gainer Bank of Merrillville, Ind. NBD also has a pending merger agreement with Summcorp, a $2.5 billion bank holding company based in Fort Wayne, Ind. FLORIDA EDITORS -- NBD Bancorp is the parent company of NBD Trust Company of Florida in North Palm Beach, Sarasota and Naples, and NBD FSB in Venice.
CONTACT: M. Renee Ahee of NBD, 313-225-2596; or Jean M. Smith of INB Financial, 317-266-5271/
(NBD INB) CO: NBD Bancorp; INB Financial Corporation ST: Michigan, Indiana IN: FIN SU: TNM PER

JG -- DE001 -- 9046 03/18/92 08:17 EST

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